Form 4: Dun & Bradstreet Director Reports Share Conversion Post-Merger

Dun & Bradstreet Director Keith J. Jackson reported the conversion of his common stock holdings into cash following the company's merger, ceasing to be subject to Section 16.

Summary

• Reporting person Keith J. Jackson, a Director of Dun & Bradstreet Holdings, Inc. (DNB), filed a Form 4.
• The filing reports a transaction on August 26, 2025, related to a merger.
• Pursuant to a Merger Agreement dated March 23, 2025, Dun & Bradstreet Holdings, Inc. merged with Denali Buyer, Inc., a direct wholly owned subsidiary of Denali Intermediate Holdings, Inc.
• Dun & Bradstreet survived the merger as a wholly-owned subsidiary of Denali Intermediate Holdings, Inc.
• Each outstanding share of common stock of the Issuer was cancelled and converted into the right to receive $9.15 in cash per share, subject to withholding taxes.
• Outstanding restricted stock awards held by board members (excluding the Chief Executive Officer) were converted into the right to receive the Merger Consideration plus accumulated but unpaid dividend equivalent rights.
• Following the transaction, Keith J. Jackson beneficially owns 0 shares of common stock.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.
• Keith J. Jackson is no longer subject to Section 16 reporting obligations.

Sentiment

Score: 7

Explanation: The filing reports the successful and definitive completion of a merger, providing a clear cash payout to shareholders. While it marks the end of public trading for DNB, the transaction itself is a resolved event with a specified financial outcome.

Positives

• The merger provides a definitive cash payout of $9.15 per share to public shareholders.
• The transaction was executed pursuant to a pre-arranged plan (Rule 10b5-1(c)), indicating an orderly process.

Negatives

• Dun & Bradstreet Holdings, Inc. is no longer a publicly traded entity, removing public shareholders' equity stake and future investment opportunities in the public market.
• The reporting person, a director, no longer holds shares in the public entity.

Future Outlook

Dun & Bradstreet Holdings, Inc. is now a wholly-owned subsidiary of Denali Intermediate Holdings, Inc., and is no longer publicly traded. No forward-looking statements for the public entity are applicable.

Industry Context

This transaction reflects a broader trend of public companies being taken private, often by private equity firms, to pursue strategic objectives or operational changes away from public market scrutiny and reporting requirements.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received $9.15 cash per share for their common stock, no longer hold equity in Dun & Bradstreet Holdings, Inc.
• Reporting Person (Director): No longer holds shares in the public entity and is no longer subject to Section 16 reporting.
• Company: Now operates as a private, wholly-owned subsidiary, no longer subject to public market pressures or reporting requirements.

Next Steps

• The reporting person, Keith J. Jackson, is no longer subject to Section 16 reporting obligations for Dun & Bradstreet Holdings, Inc.

Key Dates

Recommendation

The company has been taken private, and all public shares have been converted to cash at $9.15 per share. There is no longer a public market for DNB shares, so any remaining shares would need to be tendered for the cash consideration.

Keywords

Dun & Bradstreet, DNB, Merger, Form 4, Insider Transaction, Keith J. Jackson, Director, Privatization, Delisting, Cash Consideration